Just as he watched Titanic and then decided to make Pearl Harbor, glam-schlock purveyor Michael Bay must have been watching Fargo when he decided to make his latest film Pain & Gain. Like the Coen Brothers' 1996 masterpiece, Pain & Gain is about small-time crooks whose dumb plans go hideously awry. There's a despairing humor to the whole mess, but of course there's also a darkness, the insidious creep of the abyss gnawing at the film's edges. But that, I'm afraid, is where the similarities end. For while Fargo and its indie crime movie ilk tend to prefer simple aesthetics and careful wording, Pain & Gain goes for gusto and rumble; it's in some ways the ugliest movie Bay has made, though I must admit that despite all the appalling brashness, there are hints of a halfway decent film glinting in the glaring Miami sun.

Pain & Gain is based on the real-life story of the Sun Gym Gang, a group of muscle-head roid-ragers led by a body-building conman named Chris Lugo (here played by Mark Wahlberg). Between 1994 and 1995, Lugo and two pals Paul and Adrian (Dwayne "The Rock" Johnson and Anthony Mackie) kidnapped one of Lugo's wealthy gym clients, tortured him until he signed over all his money, and then tried to kill him in elaborate fashion. It didn't work, but when they tried the scheme again on a new mark, things took a gruesomer turn. Puffed-up and comically inept and overambitious, these guys were trying to take the fast lane to the good life and wound up destroying theirs and many others'. Bay and his screenwriters, adapting from a series of articles from The Miami New Times, see this as a decidedly American story, something about men of action doing something to get ahead in this world, stupidly, terribly, and monstrously as they might have done it. It's hard to tell whether Pain & Gain is giving us heroes, antiheroes, villains, or what. The things they do are certainly awful, but this is largely a kinetic, brightly hued comedy, and Bay films his leads, especially Wahlberg, with his usual loving slo-mo grandeur, his camera low and looking up as if at God or the David. So its morality is muddled, but that's not Pain & Gain's greatest sin.

Michael Bay is mostly disgusting. Can I say that? Is that unprofessional? For one thing, he's a horrible misogynist. Every woman in this film is solely contextualized by her body, whether they're titted-up and slinky like the dumb Romanian stripper (Bar Paly, poor thing) who gets involved in the caper, or they're Rebel Wilson, playing the love interest of Mackie's character, who likes "big girls." The word "bitch" is thrown around as frequently as Mr. Tarantino's N-word, and Bay has his gals wearing dark eyeliner and bubblegum pink lipstick even while working out hard at the gym. (He has a particularly juvenile sexual ideal, all pouty and perky but with dark eye makeup that suggests they're also dirty girls, for the right man of course. It's Tea Leoni in Bad Boys, it's Vanessa Marcil in The Rock, it's Megan Fox in Transformers, and it's Paly here. He couldn't really do that with Kate Beckinsale in Pearl Harbor, because that was his serious movie, but look! There are hints.) His women have no value, what little agency they have only afforded to them by their bodies. And he's blithe about it! He really doesn't care that people have been criticizing him about this for years. Once a Victoria's Secret commercial director, always a Victoria's Secret commercial director, I guess.

There's a healthy level of gay panic humor running throughout Pain & Gain too, the most egregious and upsetting instance being Wahlberg asking a bunch of little boys something to the effect of, "None of you are homos, right?" It's supposed to be funny not because Chris is a dumb lout, but because haha, gay people are silly. Bay also throws in some hideously unnecessary scat humor and a startling splash of gore. Ugh, what a putz this guy is, someone we might call an embarrassment to American culture except that his movies tend to do really well. America likes Michael Bay, I'm afraid. And I must admit that, despite all that stuff mentioned above? I didn't hate Pain & Gain.

Bay is helped by the fact that this is an undeniably interesting story. While the details are wildly exaggerated, of course, the bones of the true-crime tale remain intact, and what grisly and bizarre twists and turns it takes. The movie is narratively all over the place, scenes skittering and skipping into one another, the pace quickening or slowing with arbitrary abruptness throughout. (Though title cards do occasionally give us the date, it was hard to tell time during the movie.) But when we return to the center line of the plot, it's a satisfyingly grim look into some bleak American greed and stupidity. And, I must say, Wahlberg is terrific. He's always at his best when he's in this mode, jangly and hyped-up, whiny with desperation at moments of crisis and goofily boastful when he thinks things are going just right. This is a variation on his Dirk Diggler character from Boogie Nights (still his finest performance to date), but there are unmistakable tones of his characters from I Heart Huckabees (all the rapid-fire philosophizing) and The Departed (caustic, foul-mouthed bluster) in there too. He's frequently riotously funny, blessedly devoid of any of the macho self-consciousness he sports in less interesting movies like Contraband or Max Payne. Yes I did just call Pain & Gain interesting. Because it is!

Dwayne Johnson is also up to something here, actually playing a character instead of merely a tower of sinew. Paul was got sober and born-again during a prison stint, but his violent, coke-addled past ain't through with him. His deterioration is what drives the film to its brutal climax, and Johnson plays that free-fall fairly well considering the bluntness of the script and the inattentiveness of Bay's direction. Tony Shalhoub, playing the gang's first mark, a nasty and vituperative fellow, gets in a few juicy scenes too. There are attempts to actually create some characters here, and while Bay ultimately doesn't know what to do with them, always rushing off to make his next dirty joke right when things are getting good, I admire the efforts of the actors. Would that they had another director, and a different script, this really might have been something. Ah well.

All told, I left Pain & Gain wondering how it managed to be both Bay's most off-putting movie and his most artistically successful. On the one side there is the misogyny, the homophobia, the pointless gross-out stuff, and of course the film's choppy and overly aggressive construction. But on the other there's the genuinely compelling crime story, there's Wahlberg's deft work, and all the gorgeous Miami vistas. The city is Bay-ian paradise, filled with sunlight and swaths of garish color. It's a dichotomous picture, both ugly and alluring. In fact I can think of only one recent film that provoked a similar reaction. Forget Fargo. This might be Michael Bay's Spring Breakers.